CION Ares Diversified Credit Fund

Untethered Access to the Global Credit Markets

CURRENT MARKET VALUES

Daily Class A Share NAV* $24.95

Current Distribution Rate**5.56%

OVERVIEW

CION Ares Diversified Credit Fund (“CADC”) is a diversified, closed-end management investment company registered under the 1940 Act. The Fund has elected to operate as an “interval fund” and by doing so will conduct quarterly repurchase offers between 5% and 25% of the Fund’s outstanding shares at Net Asset Value but is still considered to have limited liquidity. CADC is designed for suitable long-term investors seeking superior risk-adjusted returns over an extended time horizon and should be considered speculative and not viewed as a trading vehicle.

OUR OBJECTIVE

To provide superior risk-adjusted returns across various market cycles by investing in a diversified portfolio of liquid and illiquid asset classes. The fund seeks to capitalize on market inefficiencies and relative value opportunities throughout the entire global credit spectrum.

Fund FAQs

CION Ares Diversified Credit Fund (“CADC”) is diversified, closed-end management Investment Company that has elected to operate an interval fund. The fund seeks to provide investors with superior risk-adjusted returns across various market cycles by investing in a diversified portfolio of liquid and illiquid credit investments.

An interval fund is a type of investment company that periodically offers to repurchase its shares from shareholders. That is, the fund periodically offers to buy back a stated portion of its shares from shareholders. Shareholders are not required to accept these offers and sell their shares back to the fund.
Legally, interval funds are classified as closed-end funds, but they are very different from traditional closed-end funds in that:

Their shares typically do not trade on the secondary market and are considered to be illiquid. Instead, their shares are subject to periodic repurchase offers by the fund at a price based on net asset value. Shareholders should not expect to be able to sell their shares regardless of fund performance.

They are permitted to (and many interval funds do) continuously offer their shares at a priced based on the fund’s net asset value.

Ares Management, L.P. (“Ares” or the “Firm”) is a publicly traded, leading global alternative asset manager with approximately $100 billion of assets under management (“AUM”) and approximately 955 employees. Ares seeks to deliver attractive performance to its investors across its investment groups and strategies, including credit (high yield bonds, syndicated loans, structured credit, and direct lending in the U.S. and Europe), private equity (corporate private equity, U.S. power and energy infrastructure, and special situations) and real estate (debt and equity). The firm is headquartered in Los Angeles with offices across the United States, Europe and Asia. Its common units are traded on the New York Stock Exchange under the ticker symbol “ARES”.

+As of March 31, 2017, AUM amounts include funds managed by Ivy Hill Asset Management, L.P., a wholly owned portfolio company of Ares Capital Corporation and a registered investment adviser.

The Fund will invest primarily in a portfolio of directly originated loans, secured floating and fixed rate syndicated loans, corporate bonds, asset-backed securities, commercial real estate loans and other types of credit instruments. Most credit instruments in which the fund may invest will be rated below investment grade.

Investing in the Fund involves risks, including the risk that a Shareholder may receive little or no return on their investment or that a Shareholder may lose part or all of their investment. Below is a summary of some of the principal risks of investing in the Fund. For a more complete discussion of the risks of investing in the Fund, see ''Types of Investments and Related Risks.'' Shareholders should consider carefully the following principal risks before investing in the Fund:

Unlike most closed-end funds, the Fund's Shares will not be listed on any securities exchange;

Although the Fund intends to implement a quarterly share repurchase program, there is no guarantee that an investor will be able to sell all of the Shares that the investor desires to sell. The Fund should therefore be considered to offer limited liquidity;

The capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets, which may have a negative impact on the Fund's business and operations;

If a Shareholder is able to sell its Shares, the Shareholder likely will receive less than its purchase price and the then current NAV per Share;

The Fund's distributions may be funded from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses, as well as the sales load;

A return of capital to Shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of their investment. As a result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Fund Shares, even if such Shares are sold at a loss relative to the Shareholder's original investment;

The Fund's investments in securities and other obligations of companies that are experiencing distress involve a substantial degree of risk, require a high level of analytical sophistication for successful investment, and require active monitoring;

Below investment grade instruments have predominantly speculative characteristics and may be particularly susceptible to economic downturns, which could cause losses;

Certain investments may be exposed to the credit risk of the counterparties with whom the Fund deals;

The valuation of securities or instruments that lack a central trading place (such as fixed-income securities or instruments) may carry greater risk than those that trade on an exchange;

The value of convertible securities may be adversely affected by changes in interest rates, as well as the market price and volatility of the underlying security;

Derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying assets of the Fund;

The Fund may be materially adversely affected by market, economic and political conditions globally and in the jurisdictions and sectors in which the Fund invests;

Non-U.S. securities may be traded in undeveloped, inefficient and less liquid markets and may experience greater price volatility and changes in value;

Changes in foreign currency exchange rates may adversely affect the U.S. dollar value of and returns on foreign denominated investments;

Credit intermediation involving entities and activities outside the regular banking system (i.e., the ''shadow banking system'' in Europe) could result in increased regulatory and operating costs, which could adversely affect the implementation of the Fund's investment strategies, income and returns;

Although the U.S. credit markets are not currently experiencing the same extreme volatility and market disruption as occurred during 2008 to 2009, extreme volatility or market disruption may recur in the future;

Legal and regulatory changes, including those implemented in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ''Dodd-Frank Act''), could occur, which may materially adversely affect the Fund;

The Fund is a newly organized, diversified, closed-end investment company with no operating history;

The Fund's ability to grow depends on its ability to raise capital;

The Fund may borrow money, which magnifies the potential for gain or loss on amounts invested, subjects the Fund to certain covenants with which it must comply and may increase the risk of investing with the Fund;

The Fund operates in a highly competitive market for investment opportunities;

The Fund is exposed to risks associated with changes in interest rates;

The Fund's financial condition and results of operations could be negatively affected if a significant investment fails to perform as expected;

There are significant and potential conflicts of interest that could impact the Fund's investment returns;

To qualify and remain eligible for the special tax treatment accorded to RICs and their shareholders under the Code, the Fund must meet certain source-of-income, asset
diversification and annual distribution requirements, and failure to do so could result in the loss of RIC status.

Accordingly, the Fund should be considered a speculative investment that entails substantial risks, and a prospective investor should invest in the Fund only if they can sustain a complete loss of their investment.
The Fund has submitted to the SEC an application for an exemptive order to permit the Fund to offer multiple classes of shares. If the Fund's exemptive application is granted — there is no assurance that the SEC will do so — the Fund presently intends to offer multiple classes of shares, each of which would have different sales load and distribution and/or shareholder servicing fee structure.

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* The public offering price is equal to the NAV plus a sales load of up to 5.75% (which consists of selling commissions of up to 5.0% and dealer manager fees of up to 0.75%) and offering costs of up to $0.25 per share. Past performance is not a guarantee of future results. Please see the current prospectus, as amended and supplemented, for more information including, but not limited to, annual fund expenses.

** Current distribution rate is expressed as a percentage equal to the projected annualized distribution amount (which is calculated by annualizing the current cash distribution per share without compounding), divided by the current net asset value. The current distribution rate shown may be rounded.

The tax characterization of distributions cannot be determined until after the end of the tax year. As a result, total distributions during a tax year may exceed current and accumulated earnings and profits. A distribution of an amount in excess of current and accumulated earnings and profits will be treated as a return of capital. Distributions will be treated in the manner described regardless of whether such distributions are paid in cash or reinvested. Generally, for U.S. federal income tax purposes, shares received under the DRP will be treated as having received a distribution.

A portion of distributions may be from expense payments provided by CION Ares Management, LLC (“CAM”) which are subject to repayment by CION Ares Diversified Credit Fund within three years. The purpose of this arrangement is to avoid such distributions being characterized as returns of capital for tax purposes. Any such distributions are not based on investment performance and can only be sustained if positive investment performance is achieved in future periods and/or CAM continues to make such expense payments. Future repayments will reduce distributions. There can be no assurance that such performance will be achieved in order to sustain these distributions. CAM has no obligation to provide expense payments in future periods.

CION Ares Diversified Credit Fund may fund cash distributions from offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense payments from CAM, which are subject to repayment. To date, distributions have not been paid from offering proceeds or borrowings. To date, if expense payments from CAM were not supported, some or all of the distributions may have been a return of capital for tax purposes; however, distributions have not included a return of capital for tax purposes as of the date hereof. The sources of distributions may vary frequently. Please refer to the current and future annual quarterly reports filed with the SEC for the sources of distributions.

This is neither an offer to sell nor a solicitation to purchase the securities described herein. Such an offering is made only by means of a prospectus. Please read the prospectus prior to making any investment decision and consider the risks, charges, expenses and other important information described therein. A copy of the prospectus must be made available to you in connection with any offering. Click here to view the prospectus.